Amendment No. 1 to Second Amended and Restated Investor Rights Agreement



 Exhibit 4.3 
 AMENDMENT NO. 1 TO 
 SECOND AMENDED AND RESTATED
INVESTOR RIGHTS AGREEMENT 
 This AMENDMENT NO. 1 (this “Amendment”) is made as of October 15, 2008 (the
“Effective Date”) by and among Tengion, Inc. (the “Company”) and the Investors (as defined in the Agreement (as defined below)). This Amendment amends that certain SECOND AMENDED AND RESTATED INVESTOR RIGHTS
AGREEMENT (the “Agreement”), dated as of September 24, 2007, by and among the Company and the Investors. All capitalized terms used herein but not otherwise defined shall have the meanings ascribed to such terms in the
Agreement. 
 W I T N E S S E T H 
 WHEREAS, the undersigned parties, consisting of (i) the Company, (ii) each purchaser of the
Company’s Series C Convertible Preferred Stock, par value $.001 per share, pursuant to that certain Series C Convertible Preferred Stock Purchase Agreement, dated as of the date hereof, who was not a party to the Agreement, (iii) Investors
holding at least 75% of the outstanding shares of Series A Preferred held by the Investors, (iv) Investors holding at least 66 2/3% of the outstanding shares of Series B Preferred held by the Investors, and (v) Investors holding at least 66 2/3% of the outstanding shares of Series C Preferred held by the
Investors, hereby desire to amend the Agreement pursuant to, and in accordance with, Section 6.3 of the Agreement, in the manner set forth herein. 
 NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein and for other good and valuable consideration the sufficiency of which is hereby acknowledged, the
undersigned hereby agree as follows: 
 1. Amendment to Definition of the “Purchase Agreement”.
Effective as of the Effective Date, the first “WHEREAS” clause of the Agreement is hereby amended by deleting such clause in its entirety and replacing such clause with the following: 
 “WHEREAS, the Company has issued and sold and proposes to issue and sell an aggregate of up to 30,126,092 shares of its Series C
Convertible Preferred Stock, par value $0.001 per share, (the “Series C Preferred”), to certain of the Investors pursuant to that certain Series C Convertible Preferred Stock Purchase Agreement, dated as of September 24, 2007
(the “Original Purchase Agreement”), and/or that certain Series C Convertible Preferred Stock Purchase Agreement, dated as of October 15, 2008 (the “Second Purchase Agreement”, and together with the Original
Purchase Agreement, the “Purchase Agreement”);” 







 2. Definition of “Registrable Securities”. Effective as of the
Effective Date, the definition of “Registrable Securities” in Section 1.3 of the Agreement is hereby amended by replacing the reference to “Rule 144(k)” contained in subclause (ii)(c) therein with phrase
“subsection (b)(1) of Rule 144” 
 3. Amendment to Section 3.2 Notice of Proposed Transfer.

 3.1 Effective as of the Effective Date, the parenthetical contained in subclause (a)(i) of Section 3.2 is hereby
amended to read as follows “(it being agreed that Finn Dixon & Herling LLP, Ropes & Gray LLP and Dechert LLP shall be satisfactory)”. 
 3.2 Effective as of the Effective date, Section 3.2(a) of the Agreement is hereby amended by deleting the phrase, “including Rule 144(k)” from the end of the second subclause
(ii) contained therein. 
 4. Amendment to Section 4.5(b). Effective as of the Effective Date,
Section 4.5(b) is hereby amended to correct a typographical error by replacing the word “or” appearing as the first word in the parenthetical contained in subclause (iii) with the word “unless”. 
 5. Amendment to Section 5.1(f). Effective as of the Effective Date, Section 5.1(f) is
hereby amended to correct a typographical error by amending such Section 5.1(f) as follows: 
 “(f) at least twenty (20) days prior to
the beginning of each fiscal year of the Company, an annual operating plan with monthly and quarterly breakdowns (the “Budget”) for each fiscal year, including projected income statements, cash flows and balance sheets, on at least
a quarterly basis for each fiscal year, together with a written description of all underlying assumptions and a brief written qualitative description of the Company’s operating plan in support of the budget for each fiscal year, as prepared by
the Chief Executive Officer of the Company;” 
 6. Amendment to Article 5 Affirmative Covenants of the
Company. Effective as of the Effective Date, Article 5 of the Agreement is hereby amended to include the following provision as Section 5.9: 
 “5.9 Series C Rights. In the event that any of the Company’s stockholders as of the date hereof are entitled to rights, preferences and privileges under the Company’s Third Amended
and Restated Certificate of Incorporation, the Agreement or the Stockholders’ Agreement, each as amended through the date hereof, that are more favorable than those applicable to the holders of Series C Preferred (collectively,
“Rights”), the Company shall take all corporate action reasonably necessary to afford the holders of Series C Preferred the benefits of such more favorable Rights.” 
 In addition, previously identified Section 5.9 of the Agreement is hereby renumbered accordingly as Section 5.10. 
  

 2 








 7. Amendment to Section 6.1 Notices. Effective as of the Effective Date,
the provision of this section referencing Heller Ehrman is hereby amended by deleting such provision in its entirety and replacing such provision with the following: 
 Goodwin Procter, LLP 
 Attn: Kevin T. Collins, Esq. 
 620 Eighth Avenue 
 New York, NY 10018 
 (212) 813-8809 (Telephone) 
 (212) 355-3333 (Fax) 
 8. Amendment to Section 6.2 Prior Agreement; Entire Agreement. Effective as of the Effective Date, the last sentence of Section 6.2 of the Agreement is hereby amended as follows: 
 “No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Investor Rights Agreement, as
the same may be amended from time to time, shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Investor Rights Agreement.” 
 9. Amendment to Section 6.3 Modifications and Amendments. Effective as of the Effective Date, the Section 6.3 of the
Agreement is hereby amended by deleting such section in its entirety and replacing such clause with the following: 
 “6.3 Modifications and Amendments. This Investor Rights Agreement may not be amended or modified, and no provision hereof may be waived, without the written consent of (i) the Company, (ii) Investors holding at least
seventy-five percent (75%) of the then outstanding shares of Series A Preferred (on an as converted to Common Stock basis) held by the Investors, (iii) Investors holding 66 2/3% of the then outstanding shares of Series B Preferred (on an as
converted to Common Stock basis) held by the Investors, and (iv) Investors holding 66 2/3% of the then outstanding shares of Series C Preferred (on an as converted to Common Stock basis) held by the Investors; provided, however, that in the event than any such amendment,
modification or waiver causes an Investor to be treated materially unequal and adverse from any other Investor, the consent of that Investor shall be required; provided, further, however that Section 5.1 cannot be amended without
the consent of all Rights Holders holding at least 500,000 shares of Preferred (as adjusted for stock splits, stock dividends, combinations and similar recapitalization events). Any waiver or consent hereunder shall be effective only in the specific
instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent.” 
 10. Amendment to Section 6.14 Confidentiality of Records. Effective as of the Effective Date, the Section 6.14 of the Agreement is hereby amended by adding the following sentence to the end of such section:

 “The Company hereby acknowledges that Safeguard Scientifics, Inc. (“Safeguard”) is subject to the
reporting requirements of the Exchange Act and may disclose in Safeguard’s periodic reports filed in accordance with the Exchange Act: (i) the terms and amount of Safeguard’s (or its affiliates’) investment in the Company,
(ii) a brief description of the Company’s business and (iii) such other financial information pertaining to Safeguard’s investment in the Company as Safeguard reasonably determines is required to be disclosed pursuant to the
Exchange Act; provided, however, that except as contemplated by this provision, Safeguard shall not make any such disclosures of information concerning the Company which has not been publicly disclosed by the Company prior to the
proposed disclosure by Safeguard without the Company’s prior written consent.” 
 11. Amendment to
Section 4.11(a) Directed Share Program. Effective as of the Effective Date, each use of the phrase “first anniversary of the date of this Investor Rights Agreement” in Section 4.11(a) of the Agreement is hereby
amended by deleting such phrase and replacing such phrase with the language “first anniversary of the date of Amendment No. 1 to this Investor Rights Agreement”. 
  

	 	12.	Joinder of Additional Investors; Grant of Registration Rights. 

 12.1 Effective as of the Effective Date, each purchaser of the Company’s Series C Convertible Preferred Stock, par
value $.001 per share, pursuant to the Second Purchase Agreement who was not a party to the Agreement, shall be hereby joined as a party to the Agreement and each is deemed to be included in the definition of “Investors” for all purposes
under the Agreement. Effective as of the Effective Date, Schedule I of the Agreement is hereby amended by deleting such schedule in its entirety and replacing such schedule with Schedule I-A, attached hereto. 
 12.2 Effective as of the Effective Date, the undersigned parties, constituting 66 2/3% of the outstanding Registrable Securities (prior to the sale of
Series C Preferred under the Second Purchase Agreement) hereby consent to Safeguard Delaware, Inc. being treated as a “Holder” for all purposes of the Agreement. 
 13. No Other Amendments. Except as expressly amended, modified and supplemented hereby, the provisions of this Amendment are
and will remain in full force and effect and, except as expressly provided herein, nothing in this Amendment will be construed as a waiver of any of the rights or obligations of the parties under the Agreement. 
 14. Governing Law. This Amendment and the rights and obligations of the parties hereunder shall be construed in accordance
with and governed by the law of the State of Delaware, without giving effect to the conflict of law principles thereof. 
 15.
Headings and Captions. The headings and captions of the various subdivisions of this Amendment or the Agreement are for convenience of reference only and shall in no way modify or affect the meaning or construction of any of the terms
or provisions hereof. 
 16. Counterparts. This Amendment may be executed in two or more counterparts (including
facsimile copies thereof), and by different parties hereto on separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 17. Severability. In the event that it is determined that any provision, or any portion thereof, contained in the Agreement,
as amended by this Amendment, shall be unenforceable in any respect, then such provision shall be deemed limited to the extent that it shall be deemed enforceable, and as so limited shall remain in full force and effect. In the event that any such
provision, or portion thereof, is deemed wholly unenforceable, the remaining provisions of this Agreement, as amended by this Amendment, shall nevertheless remain in full force and effect. 
 * * * * 
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 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Second
Amended and Restated Investor Rights Agreement or caused this Amendment No. 1 to Second Amended and Restated Investor Rights Agreement to be executed by their duly authorized representatives as of the date first written above. 
  

			
	TENGION, INC.
		
	By:	 	 /s/ Steven Nichtberger

	Name:	 	Steven Nichtberger
	Title:	 	President and CEO









 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Second
Amended and Restated Investor Rights Agreement or caused this Amendment No. 1 to Second Amended and Restated Investor Rights Agreement to be executed by their duly authorized representatives as of the date first written above. 
                             INVESTORS: 
  

			
	BAIN CAPITAL VENTURE FUND 2005, L.P.
	By:	 	Bain Capital Venture Partners, L.P.
		 	its general partner
	By:	 	Bain Capital Investors, LLC
		 	its general partner
		
	By:	 	 /s/ James Nahirny

	Name:	 	James Nahirny
	Title:	 	Authorized Person
	
	BROOKSIDE CAPITAL PARTNERS FUND, L.P.
	By:	 	Brookside Capital Investors, L.P.
		 	its general partner
	By:	 	Brookside Capital Management, LLC
		 	its general partner
		
	By:	 	 /s/ William Pappendick

	Name:	 	William Pappendick
	Title:	 	Authorized Person
	
	BCIP ASSOCIATES III, LLC
	By:	 	BCIP Associates III,
		 	its sole member and manager
	By:	 	Bain Capital Investors, LLC
		 	its Managing Partner
		
	By:	 	 /s/ James Nahirny

	Name:	 	James Nahirny
	Title:	 	Authorized Person









 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Second
Amended and Restated Investor Rights Agreement or caused this Amendment No. 1 to Second Amended and Restated Investor Rights Agreement to be executed by their duly authorized representatives as of the date first written above. 
  

			
	BCIP ASSOCIATES III-B, LLC
	By:	 	BCIP Associates III-B,
		 	its sole member and manager
	By:	 	Bain Capital Investors, LLC
		 	its Managing Partner
		
	By:	 	 /s/ James Nahirny

	Name:	 	James Nahirny
	Title:	 	Authorized Person
	
	RGIP, LLC
		
	By:	 	 /s/ Al Rose

	Name:	 	Al Rose
	Title:	 	Managing Member
	
	DEERFIELD SPECIAL SITUATIONS FUND L.P.
		
	By:	 	 /s/ James Flynn

	Name:	 	James Flynn
	Title:	 	General Partner
	
	 DEERFIELD SPECIAL SITUATIONS FUND
 INTL L.P.

		
	By:	 	 /s/ James Flynn

	Name:	 	James Flynn
	Title:	 	General Partner









 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Second
Amended and Restated Investor Rights Agreement or caused this Amendment No. 1 to Second Amended and Restated Investor Rights Agreement to be executed by their duly authorized representatives as of the date first written above. 
  

			
	HEALTHCAP IV KB
	By: HealthCap IV GP AB
		
	By:	 	 [Illegible]

	Name:	 	
	Title:	 	
	
	HEALTHCAP IV, L.P.
	By: HealthCap IV GP SA
		
	By:	 	 [Illegible]

	Name:	 	
	Title:	 	
	
	HEALTHCAP IV BIS, L.P.
	By: HealthCap IV GP SA
		
	By:	 	 [Illegible]

	Name:	 	
	Title:	 	
	
	OFCO CLUB IV
	By:	 	Odlander, Fredrikson & Co AB, as member and on behalf of all members, if any, of the OFCO Club IV
		
	By:	 	 [Illegible]

	Name:	 	
	Title:	 	









 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Second
Amended and Restated Investor Rights Agreement or caused this Amendment No. 1 to Second Amended and Restated Investor Rights Agreement to be executed by their duly authorized representatives as of the date first written above. 
  

			
	 HORIZON TECHNOLOGY FUNDING
 COMPANY II, LLC

	By:	 	 Horizon Technology Finance
 Management LLC, its agent

		
	By:	 	 /s/ Robert D. Pomeroy, Jr.

	Name:	 	Robert D. Pomeroy, Jr.
	Title:	 	Chief Executive Officer
	
	 HORIZON TECHNOLOGY FUNDING
 COMPANY III, LLC

	By:	 	 Horizon Technology Finance
 Management LLC, its agent

		
	By:	 	 /s/ Robert D. Pomeroy, Jr.

	Name:	 	Robert D. Pomeroy, Jr.
	Title:	 	Chief Executive Officer
	
	JOHNSON & JOHNSON
	DEVELOPMENT CORPORATION
		
	By:	 	 /s/ Brad Vale

	Name:	 	Brad Vale
	Title:	 	Vice President
	
	L CAPITAL PARTNERS SBIC, LP
	By:	 	L Partners LP, its general partner
	By:	 	L Capital Holdings, LLC, its general partner
		
	By:	 	 /s/ Ting Pau Oei

	Name:	 	Ting Pau Oei
	Title:	 	Vice President


  







 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Second
Amended and Restated Investor Rights Agreement or caused this Amendment No. 1 to Second Amended and Restated Investor Rights Agreement to be executed by their duly authorized representatives as of the date first written above. 
  

			
	OAK INVESTMENT PARTNERS XI, LIMITED PARTNERSHIP
	By:	 	Oak Associates XI LLC, its general partner
		
	By:	 	 /s/ Ann H. Lamont

	Name:	 	Ann H. Lamont
	Title:	 	Managing Member
	
	OXFORD FINANCE CORPORATION
		
	By:	 	 /s/ John G. Henderson

	Name:	 	John G. Henderson
	Title:	 	VP and General Counsel
	
	QUAKER BIOVENTURES, L.P.
	By:	 	QUAKER BIOVENTURES CAPITAL, L.P., its general partner
	By:	 	QUAKER BIOVENTURES CAPITAL, LLC, its general partner
		
	By:	 	 /s/ Brenda D. Gavin

	Name:	 	Brenda D. Gavin
	Title:	 	Partner
	
	QUAKER BIOVENTURES TOBACCO FUND, L.P.
	By:	 	QUAKER BIOVENTURES CAPITAL, L.P., its general partner
	By:	 	QUAKER BIOVENTURES CAPITAL, LLC, its general partner
		
	By:	 	 /s/ Brenda D. Gavin

	Name:	 	Brenda D. Gavin
	Title:	 	Partner









 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Second
Amended and Restated Investor Rights Agreement or caused this Amendment No. 1 to Second Amended and Restated Investor Rights Agreement to be executed by their duly authorized representatives as of the date first written above. 
  

			
	BIOADVANCE VENTURES, L.P.
	By:	 	BIOADVANCE GP I, L.P., its general partner
	By:	 	Quaker BIOADVANCE MANAGEMENT, L.P., its manager
	By:	 	QUAKER BIOVENTURES MANAGEMENT, LLC, its general partner
		
	By:	 	 /s/ Brenda D. Gavin

	Name:	 	Brenda D. Gavin
	Title:	 	Partner
	
	SAFEGUARD SCIENTIFICS, INC.
		
	By:	 	 /s/ Steven J. Grenfell

	Name:	 	Steven J. Grenfell
	Title:	 	Vice President
	
	SCHEER INVESTMENT HOLDINGS V, LLC
		
	By:	 	 /s/ David I. Scheer

		 	David I. Scheer
		 	Managing Member
	
	SILLS CUMMIS EPSTEIN & GROSS P.C.
		
	By:	 	  

	Name:	 	
	Title:	 	









 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Second
Amended and Restated Investor Rights Agreement or caused this Amendment No. 1 to Second Amended and Restated Investor Rights Agreement to be executed by their duly authorized representatives as of the date first written above. 
  

	
	  

	Nancy Bachrach
	
	  

	Donald Bergmann
	
	 /s/ Timothy A. Bertram

	Timothy A. Bertram
	
	  

	Kevin Butler
	
	  

	Paul Chang
	
	  

	George D. Landau
	
	 /s/ Eileen More

	Eileen More
	
	 /s/ Joseph Neubauer

	Joseph Neubauer
	
	 /s/ Jeanette Lerman-Neubauer

	Jeanette Lerman-Neubauer









 IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to Second
Amended and Restated Investor Rights Agreement or caused this Amendment No. 1 to Second Amended and Restated Investor Rights Agreement to be executed by their duly authorized representatives as of the date first written above. 
  

			
	 /s/ Steven A. Nichtberger

	Steven A. Nichtberger
	
	 /s/ Brian J. G. Pereira

	Brian J. G. Pereira
	
	LORIN J. RANDALL AND PATRICIA J. MAPPS, TENANTS BY THE ENTIRETIES
		
	By:	 	 /s/ Lorin J. Randall

		 	Lorin J. Randall
		
	By:	 	 /s/ Patricia J. Maps

		 	Patricia J. Maps
	
	  

	Ira A. Rosenberg
	
	 /s/ Gary L. Sender

	Gary L. Sender
	
	  

	Gary Arlen Smith
	
	 /s/ Mark Stejbach

	Mark Stejbach
	
	  

	Tony Vernon
	
	 /s/ Richard Zeckhauser

	Richard Zeckhauser









 SCHEDULE I 
 INVESTORS 
 Oak Investment Partners XI, Limited Partnership

 c/o Oak Investment Partners 
 One
Gorham Island 
 Westport, CT 06880 
 Attn: Ann Lamont 
 (203) 226-8346 (Telephone) 
 (203) 227-0372 (Fax) 
 With a copy to: 
 Finn Dixon & Herling LLP 
 One Landmark Square 
 Suite 1400 
 Stamford, CT 06901-5000 
 Attn: Michael J. Herling 
 (203) 325-5000 (Telephone) 
 (203) 348-5777 (Fax) 
 HealthCap IV
KB and OFCO Club IV 
 Strandvagen 5B 
 S-11451 Stockholm 
 Sweden 
 46-8-442-5863 (Telephone) 
 46-8-442-58-79 (Fax) 
 Attn: Carl-Johan Dalsgaard 
 With a copy to: 
 Simpson, Thacher & Bartlett 
 3330 Hillview Avenue 
 Palo Alto, California 94304 
 Attn: Deanna Chechile 
 (650) 251-5000 (Telephone) 
 (650) 251-5002 (Fax) 







 HealthCap IV, L.P. and HealthCap IV Bis, L.P. 
 c/o Odlandar Fredrikson SA 
 18 Avenue D’Ouchy 
 CH-1006 Lausanne 
 Switzerland 
 Attn: Hampus Hillerstrom 
 41-21-614-3500
(Telephone) 
 41-21-601-5544 (Fax) 
 With a copy to: 
 Simpson, Thacher & Bartlett 
 3330 Hillview Avenue 
 Palo Alto, California 94304 
 Attn: Deanna Chechile 
 (650) 251-5000 (Telephone) 
 (650) 251-5002 (Fax) 
 Johnson and Johnson 
 Development Corporation 
 1 Johnson & Johnson Plaza 
 New Brunswick, New Jersey 08933 
 Attn: Brad Vale

 (650) 564-2384 (Telephone) 
 (650)
564-3514) (Fax) 
 With a copy to: 
 Dechert LLP 
 1095 Avenue of the Americas 
 New York, NY 10036 
 Attn: Kristopher Brown 
 (212) 698-3679 (Telephone) 
 (212) 314-0006 (Fax) 
 L Capital
Partners SBIC, LP 
 10 East 53rd Street-37th Floor 
 New York, N.Y. 10022 
 With a copy to: 
 Pepper Hamilton LLP 
 3000 Two Logan Square 
 18th & Arch Street 
 Philadelphia, Pennsylvania 19103 
 Attn: Bruce K. Fenton 
 (215) 981-4000 (Telephone) 
 (215) 981-4750 (Fax) 







 Scheer Investment Holdings V, LLC 
 250 West Main Street 
 Branford, Connecticut 06405 
 Attn: David Scheer 
 (203) 481-0767 (Telephone)

 (203) 481-4164 (Fax) 
 Eileen More

 Steven Nichtberger 
 Ira Rosenberg

 c/o Sills Cummis Epstein & Gross P.C. 
 One Riverfront Plaza 
 Newark, New Jersey 07102 
 (973) 643-7000 (Telephone) 
 (973) 643-6500 (Fax)

 Sills Cummis Epstein & Gross P.C. 
 One Riverfront Plaza 
 Newark, New Jersey 07102 
 Attention: William Rebarick 
 (973) 643-7000 (Telephone) 
 (973) 643-6500 (Fax) 
 Gary Sender 
 Donald Bergmann 
 Tim Bertram 







 Kevin M. Butler 
 Nancy Bachrach 
 Tony Vernon 
 Richard Zeckhauser 
 George D. Landau 
 Gary Arlen Smith 
 Joseph Neubauer and Jeanette
Lerman-Neubauer 
 Bain Capital Venture Fund 2005, L.P. 
 c/o Bain Capital, LLC 
 111 Huntington Avenue 
 Boston, MA 02199 
 Facsimile No: (617) 516-2010

 Brookside Capital Partners Fund, L.P. 
 c/o Bain Capital, LLC 
 111 Huntington Avenue 
 Boston, MA 02199 
 Facsimile No: (617) 516-2010 
 BCIP Associates III, LLC 
 c/o Bain Capital, LLC

 111 Huntington Avenue 
 Boston, MA
02199 
 Facsimile No: (617) 516-2010 







 BCIP Associates III-B, LLC 
 c/o Bain Capital, LLC 
 111 Huntington Avenue 
 Boston, MA 02199 
 Facsimile No: (617) 516-2010

 RGIP, LLC 
 c/o Ropes &
Gray LLP 
 One International Place 
 Boston, MA 02110 
 Attn: Joel F. Freedman, Esq. 
 Facsimile No: (617) 951-7050 
 Quaker Bioventures L.P. 
 Cira Centre 
 2929 Arch Street 
 Philadelphia, PA 19104-2868 
 Quaker Bioventures
Tobacco Fund, L.P. 
 Cira Centre 
 2929
Arch Street 
 Philadelphia, PA 19104-2868 
 Bioadvance Ventures, L.P. 
 c/o The Biotechnology Greenhouse Corporation of Southeastern Pennsylvania 
 Attention: President 
 3701 Market Street

 Philadelphia, PA 19104 
 with a copy to: 
 Bioadvance Ventures, L.P. 
 c/o Quaker Bioventures L.P. 
 Cira Centre 
 2929 Arch Street 
 Philadelphia, PA 19104-2868 
 Horizon Technology Funding 
 Company II LLC 
 76 Batterson Park Road 

Farmington, CT 06032 
 Horizon Technology
Funding 
 Company III LLC 
 76
Batterson Park Road 
 Farmington, CT 06032 







 Paul Chang 
 Oxford Finance Corporation 
 133 North Fairfax Street 
 Alexandria, VA 22314 
 Deerfield Special
Situations Fund L.P. 
 780 Third Ave, 37th Floor 
 New York, NY 10017 
 Deerfield Special Situations Fund Int’l Ltd. 
 780 Third Ave, 37th Floor 
 New York, NY 10017

 Safeguard Scientifics, Inc. 
 435
Devon Park Drive 
 Building 800 
 Wayne, PA 19087 
 Lorin J. Randall and Patricia J. Maps, Tenants By The Entireties 
 Mark Stejbach 
 Brian J. G. Pereira 
 President & Chief Executive Officer 
 AMAG
Pharmaceuticals, Inc. 
 100 Hayden Avenue 
 Lexington, MA 02421